Unassociated Document


    Exhibit
      4.23
      Nonqualified Stock Option Contract

    


    THIS
      NONQUALIFIED STOCK OPTION CONTRACT
      is
      entered into effective as of the __ day of February, _____, by and between
      Inter
      Parfums, Inc.,
      a
      Delaware corporation (the "Company") and _____
      ("Optionee").

    


    W
      I T N E S S E T H:

    


    1.
      The
      Company, in accordance with the terms and subject to the conditions of the
      2000
      Nonemployee Director Stock Option Plan of the Company adopted by the Board
      of
      Directors on 19 December 2000 and approved by a vote the shareholders of the
      Company at the 2001 annual meeting of stockholders (the "Plan"), hereby grants
      to the Optionee as of the date hereinabove set forth, a nonqualified option
      to
      purchase an aggregate of _____ shares (the "Shares") of the common stock, $.001
      par value per share, of the Company (the "Common Stock"), at $_____ per
      share.

    


    2.
      The
      term of this option shall be five (5) years from the date hereof, subject to
      earlier termination as provided in the Plan. This option may be exercised in
      whole or in part and from time to time as to the Shares but prior to the end
      of
      the term of the option, by giving written notice to the Company at its principal
      office, presently 551 Fifth Avenue, New York, New York 10176, stating that
      the
      Optionee is exercising this nonqualified stock option, specifying the number
      of
      shares purchased and accompanied by payment in full of the aggregate purchase
      price therefor (i) in cash or certified check, or (ii) with previously acquired
      shares of Common Stock or a combination of the foregoing if permitted in the
      discretion of the Committee. This option shall not be exercisable at any time
      in
      an amount less than 100 Shares (or the remaining Shares then covered and
      purchasable under this option if fewer that 100 Shares). In no event may this
      option be exercised with respect to a fractional Share. In addition, upon the
      exercise of this option, the Company may withhold cash and/or Shares to be
      issued with respect thereto, having an aggregate fair market value equal to
      the
      amount which it determines is necessary to satisfy its obligation to withhold
      federal, state and local income taxes or other taxes incurred by reason of
      such
      exercise. Alternatively, the Company may require the holder to pay to the
      Company such amount, in cash, promptly upon demand. The Company shall not be
      required to issue any Shares pursuant to this option until all required payments
      have been made.

    


    3.
      Nothing in the Plan or herein shall confer upon the Optionee any right to
      continue in the employ of, or be associated with, the Company, its Parent or
      any
      of its Subsidiaries, or interfere in any way with the right to employment or
      association of the Optionee with the Company, its Parent or any of its
      Subsidiaries.

    


    4.
      The
      Optionee represents and agrees that in the event of any exercise of this option,
      unless the Shares received upon such exercise shall have been registered under
      an effective registration statement under the Securities Act of 1933, as amended
      (the "Act"), or there is an exemption from registration, the Shares will be
      acquired for investment and not with a view towards distribution thereof, and
      agrees that the Shares shall not be sold except in compliance with the
      applicable provisions of the Act.

    


    5.
      Notwithstanding anything to the contrary, if at any time the Board of Directors
      or the Committee shall determine in its discretion that the listing or
      qualification of the Shares on any securities exchange, with national securities
      association or under any applicable law, or the consent or approval of any
      governmental regulatory body, is necessary or desirable as a condition of,
      or in
      connection with, the granting of an option, or the issue of Shares thereunder,
      this option may not be exercised in whole or in part unless such listing,
      qualification, consent or approval shall have been effected or obtained free
      of
      any conditions not acceptable to the Board of Directors or the
      Committee.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    6.
      The
      Company and the Optionee further agree that they will both be subject to and
      bound by all of the terms and conditions of the Plan, which is incorporated
      by
      reference herein and made a part hereof as if fully set forth herein. In the
      event the Optionee's employment by, or association with, the Company, its Parent
      or any of its Subsidiaries terminates, or in the event of the death or
      disability of the Optionee, the rights hereunder shall be governed by, and
      made
      subject to, the provisions of the Plan. In the event of a conflict between
      the
      terms of this Contract and the terms of the Plan, then in such event, the terms
      of Plan shall govern. Except as otherwise provided herein, all capitalized
      terms
      used herein shall have the same meaning ascribed to them in the
      Plan.

    


    7.
      This
      option is not transferable otherwise than by will or the laws of descent and
      distribution and may be exercised, during the lifetime of the Optionee, only
      by
      the Optionee or his legal representatives.

    


    8.
      The
      Optionee agrees that the Company may amend the Plan and the options granted
      to
      the Optionee under the Plan, subject to the limitations contained in the
      Plan.

    


    9.
      This
      Contract shall be binding upon and inure to the benefit of any successor or
      assign of the Company and to any executor, administrator or legal representative
      entitled by law to the Optionee's right hereunder.

    


    10.
      This
      Contract shall be governed by and construed in accordance with the laws of
      the
      State of Delaware, without regard to the principles of conflicts of
      laws.

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have entered into this Contract effective as of the date first
      above written.

     

    
      	 	 	 
	 	
              INTER
                PARFUMS, INC.

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Russell
              Greenberg, Executive
              Vice President